TERMS AND CONDITIONS OF PURCHASE AND SERVICE

These Terms and Conditions of Purchase and Service (these “Terms”) govern all purchases and services by any individual or entity (“Buyer”) of spas, hot tubs, saunas, swim spas, endless pools, and related accessories, components, parts, equipment, and other products (“Product”) from [Aqua Vita Spas, LLC[ (“Seller”). These Terms also govern all diagnostic, repair, maintenance and related services that Seller performs for Buyer on any spa or hot tub (“Services”). By placing an order, making a deposit, making a payment or accepting delivery of any Product, or requesting Services, Buyer acknowledges receipt of, and agrees to be bound by, these Terms.

1. These Terms apply to any purchase order, invoice, accepted quote, or other documentation evidencing Buyer’s agreement to purchase a Product or receive Services from Seller (“Order”) and are incorporated into every Order. These Terms supersede all prior or contemporaneous oral or written communications, proposals, representations, and agreements between the parties with respect to the subject matter hereof. These Terms, together with any applicable Order documentation (invoice, quote, or purchase agreement), constitute the entire agreement between Seller and Buyer regarding the purchase of Products and Services. No course of dealing, trade usage, or course of performance shall be relevant to supplement or explain any term used in these Terms. In the event of any conflict between these Terms and any Order documentation, these Terms shall control unless Seller expressly agrees otherwise in a writing signed by an authorized representative of Seller. The Addenda at the end of these Terms also apply when Buyer requests a spa move, winterization or acid bath, and when Seller performs Services on a spa 10 years of age or older.
2. QUOTES AND PRICING. All quotes provided by Seller are valid for 14 calendar days from the date of issuance, unless otherwise specified in writing by Seller. After such period, quotes are subject to change without notice. Discounts, sale prices, promotional pricing, and special offers apply solely to the specific quote on which they appear and are non-transferable to any other quote, Order, or future purchase. Seller reserves the right to correct any pricing errors, whether on a quote, invoice, or other documentation, at any time prior to delivery of the Product to the Site (“Delivery”) or performance of the Services. In the event of a pricing error, Buyer may elect to proceed at the corrected price or cancel the Order or Services without penalty. Unless expressly stated otherwise in writing, all prices are exclusive of applicable sales tax, use tax, delivery fees, installation charges, electrical equipment, permits, and any other charges or fees. Seller reserves the right to modify prices for Products not yet ordered from the manufacturer at any time without prior notice.
3. Financing on Product purchases may be available for qualified Buyers through third-party lenders. Not all Buyers will qualify for financing, and qualification is determined by the third party lender.
4. ORDERS, DEPOSITS, AND CANCELLATIONS.

In-Stock Units.  A deposit in an amount equal to 25% of the total invoice amount is required to hold any in-stock unit. Cancellations made prior to scheduling Delivery shall be subject to a restocking fee in an amount equal to up to 5% of the total invoice amount, which may be deducted from any refund of the deposit. The full balance of the invoice is due and payable prior to scheduling Delivery. Unless otherwise agreed in writing at the time of purchase, Buyer shall take possession of all in-stock units within 30 days of the date of purchase. If Buyer fails to take possession within such period without prior written approval from Seller, Buyer shall incur storage charges in an amount equal to $100.00 per week, commencing on the 31st day.

Special-Order Units.  A deposit in an amount equal to 25% of the total invoice amount is required before Seller will place an order for a special-order unit with a manufacturer or distributor. Cancellations made prior to the special-order unit entering production shall be subject to a cancellation fee in an amount equal to up to 5% of the total invoice amount. Cancellations made after the special-order unit has entered production shall be subject to a cancellation fee in an amount equal to up to 25% of the total invoice amount. The full remaining balance of the invoice is due and payable prior to scheduling Delivery. Unless otherwise agreed in writing at the time of purchase, special-order units will be ordered at or near the time of purchase. Estimated lead times for special-order units shall be communicated to Buyer at the time of purchase; however, such estimates are non-binding and provided for informational purposes only. If a future date of Delivery is agreed upon at the time of sale, Seller will use commercially reasonable efforts during the ordering process to schedule receipt of the Product to accommodate Delivery within the agreed-upon timeframe. Seller shall not be responsible or liable for any delays caused by manufacturer, shipping, or any other event or circumstance beyond Seller’s reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, embargoes, tariffs, labor disputes, supply chain disruptions, transportation delays, manufacturer delays, shipping carrier delays, fire, flood, or earthquake. Once a special-order unit is received by Seller, Buyer shall take possession within 30 days of Seller’s receipt of the Product from the manufacturer or distributor. If Buyer fails to take possession within such period without prior written approval from Seller, Buyer shall incur storage charges in an amount equal to $100.00 per week, commencing on the 31st day.

All Sales Final After Delivery.  All sales of Products are final once Delivery has been completed. No returns, refunds, or exchanges will be accepted after Delivery.

5. PRICE CHANGES AND TARIFFS. Due to potential tariffs, duties, or other governmental impositions that may affect both foreign-manufactured and U.S.-manufactured products, all special-order units may be subject to price changes after the date of the initial quote or Order. In the event that Buyer’s Order is impacted by a tariff-related price change, Seller shall promptly notify Buyer of the change. Buyer shall have 3 business days from receipt of such notice to: (i) accept the revised price and proceed with the Order; or (ii) cancel the Order. All in-stock units shall not be subject to tariff-related price increases. Seller shall not be liable for any damages, losses, or expenses incurred by Buyer as a result of price changes caused by tariffs, duties, or other governmental impositions.
6. SITE AND ELECTRICAL PREPARATION.

Subpanel and Electrical Equipment.  For all new, 240-volt-only Hot Spring, Caldera, and Endless Pools units, Seller shall provide the manufacturer-specified subpanel for the applicable model at no additional charge. For all 120-volt/240-volt convertible models, saunas, brands not listed in (i) above, or previously owned units, subpanels shall be made available for purchase from Seller. Buyer is not obligated to use or purchase the subpanel provided or offered by Seller; however, it is the sole responsibility of Buyer to ensure that whatever subpanel is used matches the specifications and ratings outlined by the manufacturer for Buyer’s specific model. Failure to use the provided subpanel or one identical in specifications may result in voided manufacturer warranty coverage, and Seller shall have no liability in connection therewith.

Electrical Installation.  It is the sole responsibility of Buyer to retain a licensed electrician to install the subpanel and wire the unit to the subpanel prior to startup. Seller shall have no liability for any electrical work performed by any electrician or contractor.

Delivery Site Preparation.  Preparation of the site for Delivery (“Site”) is the sole responsibility of Buyer. Each Site must be fully prepared prior to the scheduled date of Delivery. For spas and hot tubs, a flat, level surface capable of supporting the full weight of the unit (including water and occupants) is required. For Endless Pools and swim spas, a level concrete pad at least six inches thick is required. For saunas, Site preparation requirements will be determined by model and communicated to Buyer at the time of purchase.

Service Access. It is the responsibility of Buyer to ensure a minimum of 3 feet of clearance to the equipment side of any spa or swim spa to permit service access. Access requirements for saunas shall be determined by model and communicated at the time of purchase.

Permits and Fees. All permits and approvals, including, but not limited to, building permits, electrical permits, and homeowners’ association (HOA) approvals, and all applicable fees, are the sole responsibility of Buyer. Seller shall have no obligation to obtain any permit or approval and shall not be liable for any consequences of the failure of Buyer to obtain required permits or approvals.

Non-Compliance. Failure to comply with the requirements of this Section 6 may result in: (i) additional charges to Buyer; and (ii) inability to perform warranty repairs or service without removal and reinstallation of the unit, the cost of which shall be borne solely by Buyer.

Project Management Fee. If Seller’s team is involved in the planning, coordination, or completion of any Delivery preparation, electrical work, or other tasks described in this Section 6, a project management fee in an amount equal to 20% of the applicable invoice amount may be added to the final invoice in addition to all applicable subcontractor fees.

Site Visits. Site visits by Seller’s personnel may incur an additional charge of up to $100.00 per visit.

Standard Delivery.  For spas and hot tubs, standard Delivery includes two delivery personnel for up to two hours each. For Endless Pools and swim spas, standard Delivery includes four delivery personnel for up to two hours each. For saunas, Delivery requirements vary by model and will be communicated at the time of purchase. Unless expressly stated on the quote and/or invoice, sauna Delivery does not include build or installation and includes only Delivery to the Site (not placement of the unit).

Delivery Path Requirements. For spa Deliveries, a four-foot wide, flat, level path free of ice, snow, fallen trees, and other obstructions must be accessible from the curb or driveway nearest the Site to the Site. For swim spa and sauna Deliveries, specific requirements shall be assessed on a case-by-case basis and communicated to Buyer prior to scheduling Delivery. Any situation requiring Delivery beyond the standard parameters described herein may result in additional labor charges or fees.

Crane, Delivery, and Installation Fee Estimates.  If crane, delivery, or installation fees are estimated on the invoice, such amounts constitute a deposit toward the total charge. Additional time or materials required to complete Delivery shall be billed on the final invoice on a time-and-materials basis. Final costs will be determined based on actual conditions present at the time of Delivery.

Site Damage.  Seller shall not be liable for any damage to the Site, including landscaping, driveway, sidewalk, lawn, fence, gate, and other structures, incurred during Delivery or installation of any Product. Buyer assumes all risk of Delivery damage in connection with the Delivery and installation process.

Cancelled or Failed Deliveries.  In the event that Delivery cannot be completed due to the Site not being ready or other reasons outside of Seller’s control, and Buyer has not provided notice of cancellation or delay at least 72 hours prior to the scheduled Delivery, a cancelled delivery fee in an amount equal to $300.00 may be assessed. In such event, Seller shall hold the Product for a maximum of two weeks beyond the original date of Delivery, after which storage charges in an amount equal to $45.00 per day shall apply.

Risk of Loss.  Title to and risk of loss of the Products shall pass from Seller to Buyer upon Delivery to the Site.

8. SERVICE AND REPAIRS.

Authorization.  Authorization is obtained before dispatch when Buyer confirms a Service request. By requesting Services, Buyer authorizes Seller to diagnose and repair the problem Buyer describes, using all necessary labor, parts and materials, and agrees to pay for that work. If Buyer sets a not-to-exceed amount, Seller may complete the repair up to that amount and will contact Buyer before exceeding it; otherwise, Seller will obtain Buyer’s approval on site before performing repairs beyond the initial diagnosis. On-site time spent waiting for Buyer’s approval is billable, and if approval cannot be obtained the technician may close the visit.

Time and Materials.  Unless otherwise agreed in writing, Services are billed on a time-and-materials basis for actual time on site, travel and materials used, at Seller’s then-current rates. Service estimates are approximate, are not guaranteed, and may be adjusted for conditions unknown when the estimate was given. Diagnostic and part-replacement decisions are based on technician’s judgment, and labor and installed parts remain billable even if a replaced component is later determined not to be the root cause.

Diagnostic Fee and Return Visits.  A diagnostic fee applies to each new Service request, covers the initial on-site evaluation and the first half hour of labor, and is owed whether or not Buyer approves a repair. If more than one trip is needed to complete the repair originally requested, only one diagnostic fee is charged, but travel charges and hourly labor may apply to each trip, including trips for warranty work. Travel charges may vary by service zone, and mileage charges may apply to Service calls outside Seller’s local service area. Any shutdown, protection mode or error code that occurs after a job is complete is a new Service request.

Additional Service Charges.  The following are billable: time spent gaining access to the jobsite (keys, security codes or third-party coordination); diagnosis and correction of problems caused by improper water chemistry, scale, debris, environmental factors or lack of maintenance, which are not Seller’s responsibility; shop supplies and equipment rentals; and Buyer Service requests outside of regular business hours, which is billed at after-hours rates (if Seller chooses to perform a regular-hours request after hours, regular rates shall apply). Spa brands Seller does not support may be subject to an off-brand evaluation fee, and parts for those spas must be paid in full before installation.

Parts.  Old parts are discarded unless Buyer asks to keep them at time of Authorization. If Buyer halts a repair, Buyer shall pay for the work completed and for any non-returnable parts and restocking fees. Seller will not charge for a part damaged by its technician, but labor remains billable. Seller is not responsible for delays caused by parts availability or shipping.

Payment for Services.  A valid credit or debit card must be on file before Services are performed and will remain on file for future Services unless Buyer instructs otherwise. Buyer must maintain a current email address with Seller. Service invoices are sent by email only and are due upon receipt; if a Service invoice is unpaid after 30 days, Seller will charge the card on file. Past-due amounts may be subject to a service charge up to the highest rate permitted by law. Invoice adjustments are at Seller’s discretion and are typically applied to travel or zone charges or future Service, not to labor or parts.

Mechanics’ Lien.  Buyer acknowledges a mechanics’ lien on the property where Services are performed to secure payment of all amounts owed for the Services.

9. PRODUCT CARE; DISCLAIMER OF WARRANTY; LIMITATION ON DAMAGES; MISCELLANEOUS.

Product Care.  Spa and pool shells must not be exposed to direct sunlight while empty of water. Damage caused by exposure to sunlight while the unit is empty is not covered under any warranty. Neither Seller nor any manufacturer shall be liable for damage caused by exposure to sunlight while the unit is empty.

DISCLAIMER OF WARRANTIES.  EXCEPT FOR THE MANUFACTURER’S WARRANTY THAT PASSES THROUGH TO BUYER AND THE LIMITED WINTERIZATION GUARANTEE IN ADDENDUM B, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. THIS DISCLAIMER DOES NOT AFFECT THE MANUFACTURER’S WARRANTY, WHICH IS GOVERNED SOLELY BY THE MANUFACTURER’S TERMS.  SELLER MAKES NO INDEPENDENT REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR SERVICES BEYOND THE MANUFACTURER’S SPECIFICATIONS AND WARRANTY TERMS, EXCEPT AS PROVIDED IN ADDENDUM B.

LIMITATION ON DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER OR ITS AGENTS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, ANY ORDER, OR THE PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, ANY ORDER, ANY PRODUCT, OR ANY SERVICES SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM OR, FOR SERVICES, THE AMOUNT ACTUALLY PAID BY BUYER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

Governing Law.  These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the state in which Seller’s principal place of business is located, without regard to such state’s conflict of laws principles. Any action arising out of or related to these Terms shall be brought exclusively in the County Court for [Routt County, Colorado], except that the parties may agree to mediate or arbitrate any dispute.

Attorneys’ Fees.  In any dispute arising from or related to these Terms, including an action to collect amounts owed or to enforce a mechanics’ lien, the prevailing party, as determined by a court of competent jurisdiction, shall be entitled to its reasonable attorneys’ fees and costs.

Events Beyond Control.  Except for Buyer’s payment obligations, neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including the events described under Special-Order Units above.

Assignment.  Buyer may not assign these Terms without Seller’s prior written consent. Seller may assign these Terms or subcontract any of its obligations hereunder without Buyer’s consent.

Severability.  If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

Termination of Services.  Either party may end a Service engagement at any time. Buyer remains responsible for all Services performed and charges incurred before termination, including non-returnable parts and restocking fees.

ADDENDUM A – SPA MOVES

This Addendum A applies whenever Buyer requests that Seller move, relocate, remove or reinstall a spa (a “Spa Move”) and is incorporated into and made part of these Terms.

Moving Risks.  A Spa Move subjects the spa to lifting, shifting, tilting, and vibration, which can cause plumbing leaks, shell cracks, cabinet damage and component failure. Except to the extent caused by Seller’s gross negligence or willful misconduct, Seller is not responsible for damage to the spa resulting from a Spa Move. Spas 10 years of age or older are also subject to Addendum D.

Property Damage; Release.  Moving equipment, such as trailers, trucks, cranes, spa carts, spa jacks and spa sleds, can damage lawns, trees and shrubs, sprinkler heads and lines, decking, fencing, siding, concrete, pavers and other parts of the property and landscaping. EXCEPT TO THE EXTENT CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BUYER HEREBY RELEASES SELLER AND ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS FROM ALL LIABILITY FOR PROPERTY DAMAGE ARISING FROM THE SPA MOVE, WHETHER DISCOVERED ON THE DAY OF THE SPA MOVE OR LATER. Buyer represents that Buyer owns the property or is authorized by its owner to request the Spa Move and grant this release.

Electrical Work.  Seller will connect a spa only to existing wiring properly installed by a licensed electrician at a GFCI-protected disconnect. Seller does not install, modify or remove wiring, subpanels or breakers, which remain Buyer’s responsibility under Section 6.

Exclusions from Estimates.  Standard estimates do not include additional equipment, labor or time required for difficult removals or placements, such as spas built into decks, enclosures or raised decks or surrounded by hard-to-reach landscaping. Such additional items will be billed on a time-and-materials basis at Seller’s then-current rates, and mileage charges may apply.

Acknowledgment.  By requesting a Spa Move, Buyer acknowledges that Buyer has read this Addendum A, understands its legal effect and agrees to it voluntarily.

ADDENDUM B – WINTERIZATION

This Addendum B applies whenever Buyer requests that Seller winterize a spa (“Winterization”) and is incorporated into and made part of these Terms.

Seller’s Recommendation.  Seller recommends keeping a spa filled, heated and running year-round. Draining a spa and leaving it outdoors in extreme temperatures can shorten its life: plumbing and glue joints expand and contract, rubber o-rings and gaskets dry out and shrink, and the acrylic surface is stressed. Where the spa is accessible, Seller offers a Winter Valet Service, with weekly or bi-weekly visits to confirm the spa is operating and to keep the water clean and balanced. Buyer may start or stop this Service at any time upon notice to Seller, and it is billed at Seller’s then-current rates.

Winterization Process.  Winterization consists of removing water from the spa’s plumbing and equipment area and sealing designated fittings to keep snow and rainwater from entering the plumbing and freezing. Even a properly winterized spa may develop leaks in plumbing joints, seals and gaskets, or cracks in the acrylic surface.

Limited Guarantee.  Seller does not guarantee that a winterized spa will not leak or crack. For a period of 12 months from the date of Winterization, Seller will repair at no charge any damage caused by freezing of water that Seller failed to remove from the equipment area, including the pumps and heater (the “Limited Guarantee”). The Limited Guarantee does not apply if anyone other than Seller refills, reconnects or services the spa after Winterization, or if the spa cover or sealed fittings are removed or damaged. Buyer must notify Seller in writing of any claim within the guarantee period and promptly after discovering the damage. Repair or, at Seller’s option, replacement of the affected component is Buyer’s sole and exclusive remedy under the Limited Guarantee. Other than the Limited Guarantee and any applicable manufacturer’s warranty, there is no warranty or guarantee against leaking or cracking of a winterized spa, and Section 9 applies.

ADDENDUM C – ACID BATHS

This Addendum C applies whenever Buyer requests that Seller perform an acid bath or descaling treatment on a spa (an “Acid Bath”) and is incorporated into and made part of these Terms.

Inherent Risks.  An Acid Bath carries inherent risk because the acid solution reacts with the spa’s existing materials, seals and plumbing. It can weaken aged plumbing lines, jets, fittings, gaskets and manifolds, especially in older or deteriorated spas (see Addendum D). Removing calcium and scale may expose existing cracks, pinholes or worn seals, which may then leak.

Precautions.  Seller’s technicians will use commercially reasonable efforts to (a) follow the treatment product manufacturer’s recommended dilution ratios and exposure times, (b) flush and neutralize the system after treatment, and (c) visually inspect accessible plumbing before and after treatment. These precautions reduce, but do not eliminate, the risks described above.

Responsibility; Warranty.  Except to the extent caused by Seller’s failure to follow the precautions above or by Seller’s gross negligence or willful misconduct, Seller is not responsible for leaks or component failures during or after an Acid Bath, and any resulting repairs will be billed as Services. Acid Baths are not covered by any Seller warranty or guarantee. Buyer is responsible for confirming whether an Acid Bath is permitted under the spa manufacturer’s warranty, and Seller makes no representation regarding its effect on manufacturer warranty coverage.

ADDENDUM D – SPAS 10 YEARS OF AGE OR OLDER

This Addendum D applies to all Services, including Spa Moves and Acid Baths, performed on any spa 10 years of age or older (an “Older Spa”) and is incorporated into and made part of these Terms. A spa’s age is measured from its date of manufacture as shown on its serial plate or manufacturer records or, if that date cannot be determined, as reasonably estimated by Seller in good faith.

Brittle Components.  The plumbing and plastic components of an Older Spa, including (but not limited to) PVC, vinyl tubing, bleed lines, tech tubing and other plastics, can become extremely brittle with age, sun exposure and temperature fluctuations. This condition is normal, but it can cause UNAVOIDABLE DAMAGE when other repairs or Services are performed.

Additional Charges.  Seller will use commercially reasonable efforts to avoid additional damage. Unavoidable damage to brittle plumbing or plastic components will be repaired as needed to complete the requested Services, and ADDITIONAL CHARGES WILL APPLY on a time-and-materials basis, subject to the authorization procedures in Section 8.

Release.  EXCEPT TO THE EXTENT CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BUYER HEREBY RELEASES SELLER FROM ALL LIABILITY FOR UNAVOIDABLE DAMAGE TO BRITTLE COMPONENTS OF AN OLDER SPA THAT OCCURS WHILE SELLER PERFORMS REPAIRS OR OTHER SERVICES, AND AGREES TO PAY THE ADDITIONAL CHARGES TO REPAIR SUCH DAMAGE AS PROVIDED ABOVE.